Exit Through the Sex Shop
by zombierose3
Summary: AU (kinda) Lizzy decides to try & spice up her love life with a trip down to the local sex shop. Unfortunately, she also has Fred in tow. Will he act behaved, or will he bring out a side of his Snotface that surprises them both? Pink knobs, dirty videos, and blow-up dolls abound! Rated M for sexual content. Co-written with Halo4anoose. FredxLizzy


**Halo4aNoose's Author Note:**'Ello! Halo4ANoose here with the most awesomest person in the world, Zombierose3, and we're here to revolutionize the Drop Dead Fred fanfic world with the insanity that's bouncing about inside our brains. We RP'ed this story out and threw it back and forth between us for a few days to make sure it was up to par before we attempted to make your brains explode into candy and glitter.

For Zombie - I believe something's amiss in the blow-up doll bin... :D

**ZombieRose3's Author Note: **Something is amiss, indeed. LOL**_ Remember this is sort of an AU fic because we changed how the movie would have ended. _**Please check out our other Fred fics posted on here.

**Disclaimers:** We don't own... if we did, Drop Dead Fred would have been a porno... and we would have been in it.

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**Exit Through the Sex Shop**

_By Halo4anoose and Zombierose3_

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**Chapter One**

"Fred, I'm serious. You'd better behave while we're in here."

"What? Behave myself while we're in a knob shop? Don't you know what goes on in there?" He stared at Lizzy like he was offended.

"Dammit, Fred! PLEASE behave! I want to surprise Charles tonight with something different. Now promise me you won't touch ANYTHING."

Fred mockingly mouthed what Lizzy had just said and rolled his eyes. "Why am I always the pirate that doesn't touch anything? And what do we need to impress Charles for? I've got plenty of ideas we could surprise him with and they're all a whole helluva lot better than this." He sneered as he pointed to the shop, then shot Lizzy a mischievous grin. "Want to know what they are?" His eyebrows lifted.

"I'd rather not," Lizzy replied, rolling her eyes. "Now, are you gonna promise you won't touch anything or not?"

Fred loudly scoffed and stomped his foot. "Fine, but it's gonna be boring!" He stuck out his tongue, but the promise meant nothing because he had cleverly crossed his fingers behind his back. She'd thank him later, he told himself.

"Good," she said, opening the door. "Now, I wonder where they keep the lingerie..."

Lizzy began to walk down an aisle that contained nothing but videos while Fred shuffled after her. He made sure to slouch with his hands shoved deep in his pants pockets so he looked thoroughly disappointed.

"You know," he mused aloud, "I don't know why you need to find _bastard_ Charles anything different anyway. He's already gotten himself that one there." Fred pointed to one of the videos, before taking notice to some of the surrounding titles. He leaned closer as he read, "_Debbie Does the Mother Ship_? _Heaving It Up the Ho_? Huh. Sounds like an outright job."

Lizzy spun around and looked at Fred. "Charles doesn't have any of these... these... smut videos... Well, OKAY, maybe he has the one with the alien hooker... but that was tastefully filmed, so it doesn't count!" she hissed. "Now, stop being so negative. You know how I feel about Charles, and this is my chance to show him I can be just as sexy as Annabella. Now, I'm trying to find a French maid costume, so help me look."

Fred pretended to ignore her and leaned over to tap at one of the video boxes. His nose crinkled in disgust. Was this what people wanted?

"Well you're a million trillion times better than she is," he finally mumbled. He hated Charles so much, but suddenly realized the last thing Lizzy had said. "Oi! What do you need to be a maid for?"

Lizzy blushed and smiled at his comment. "Thanks Fred, but I really want to do this for Charles," she whispered back. "And for your information, Janie was the one who advised that I spice up our love life. You know, keep him interested and surprised. She's the one who suggested the maid outfit." She gave Fred a sidelong glance as they reached the end of the aisle. "What's the matter? Don't think I have what it takes to be a sexy maid?"

The comment had Fred's eyes wandering up and down Lizzy's body and he fell into a hard stare. His open mouth twitched when his attention lingered a bit too long on her breasts. Fred fought the urge to make sucking faces as he pictured them bare and ready for a proper ravishing.

Lizzy's blush deepened as she noticed his undeniable stare. "Stop that," she softly chided. "Just forget it. Let's keep looking." She turned back to her browsing, shaking Fred out of his fantasy.

He hurried after her, reminding himself he needed to stop thinking of Lizzy that way before he really lost control. He also needed to cover his little slip up back there…

"Listen, I'm sorry, but just the thought of you guys doing it... YECH! I mean, are you serious? That's SOOOO disgusting! Can't you find something else to dust? I can dirty up plenty of things for you if that's what you want."

Fred's head cocked as he noticed they had reached a glass case which contained a multitude of sex toys that looked like they were meant for anal sex.

"Hold on, what's this?" He pounced closer. "_Anal_? You mean to tell me you stick those up your bum?" He tapped the case like a crazy squirrel trying to crack a nut. "Pick one up, I wanna closer look!"

Lizzy shook her head. "Are you crazy?! Why do you want a closer look?" she asked quietly, terrified anyone would hear her and think she was talking to anal sex toys.

"Because! Why wouldn't I?" he cried, excitedly. "Come on, please, please, pretty please?"

Lizzy gave him a glare. "If I do this, will you promise to shut up?"

"Only if you say the magic words." He grinned wider.

"Piss off!" she said a little too loudly, and catching the store attendant's attention.

"Can I help you, ma'am?" he asked.

Lizzy looked mortified for a moment, but managed to compose herself. "Um no... Well, maybe..." she added.

Fred started bouncing. "Yes, this woman would like something shoved up her bum immediately." He pointed and waved his hands over Lizzy's head.

_'Oh my God this ISN'T happening,' _Lizzy thought to herself. She took a breath and proceeded to concentrate on the store attendant. "Um, can I... uh... please see... um..." She timidly pointed to what looked like the smallest toy in the case.

Fred smiled at Lizzy like he was the most innocent man to ever not exist. "Boy do you look all hot and bothered, Snotface," he said with his voice dropping lower. He stared in her eyes.

"Shut… up," she muttered. The store attendant gave her an odd look, but went ahead and opened the case. He pulled out the toy and sat it out on the counter.

"This one is for beginners," he explained.

Lizzy gave him a nod of comprehension as Fred slunk closer behind her. Uncomfortably close. The front of his body brushed against her as he peered over her shoulder, gently laying his chin against it in a feigned attempt at a better look.

Lizzy let a shudder run through her body, as she felt Fred's warmth against her back. The attendant gave Lizzy a look of concern.

"Ma'am, are you alright?"

Lizzy did her best to control herself as she gave the man a small smile. "Yes, um... it's just kind of cold in here." She reached out and picked up the plug and held it up to her face. "Happy?" she muttered as soft as she could under her breath.

Fred leaned closer, pressing his cheek to Lizzy's as he spied the device. "Ask him how you use it," he said. He wanted to see how far he could push Lizzy and he also liked being so close to her. Impulsiveness got the better of him and he reached down and poked her bum with his finger.

Lizzy jumped as if she had been stabbed with a cattle prod. "Uhhh," she squeaked, her voice escaping a few octaves higher than she meant it to. "So um... how do you... um... operate it?"

The man blinked, not entirely sure if he had heard her correctly. "It's for anal play. You coat it from the tip to the base in lube and insert it into the rectum," he explained as he pulled out a tube of lubricant and put it on the glass case.

Fred's eyes twinkled as he grinned like a hyena and he rubbed his hands together. "Oi, sounds good to me. Let's wrap it up and go. You don't need that bastard now."

Lizzy put the toy back on the glass case as calmly as she could. "Um, thanks. Maybe I'll look into... um... anal play another time."

The attendant shrugged and closed up the case. "Well, if you have any more questions feel free to ask."

Lizzy nodded discretely and gave Fred an elbow to the ribs in order to create some distance between them. "Will do."

"AH!" Fred doubled over and fell away from Lizzy. "What'd ya do that for?"

Lizzy pointedly ignored his outburst and continued on past the other glass cases filled with random sex toys, until she was met with an entire wall of assorted dildos.

Lizzy groaned. "Oh no..."

Fred lifted his head to glare and say something not-so-nice, but Lizzy's discovery was too enormous to resist. His eyes widened with excitement and he teleported beside her.

"Oi, Snotface! What're these?" He plucked one up and tore it out of the box, waggling it around. The ten-inch pink jellied dildo bobbed around in his hand. "Seems an awfully girly color for a knob!"

Fred flipped it over and found there was a button on the bottom. His eyebrow raised.

Well that just begged to be pushed, didn't it?

He pressed it with a smile.

The pink menace came to life, whirring and gyrating with a vengeance. Fred jumped and flung the lively bastard into the air. It landed at Lizzy's feet, thrashing, rolling, and buzzing about the floor as though it were having a seizure.

"Look out, Snotface! It's out to kill!" Fred pointed and leapt behind her for cover. "Don't look it in the eye and don't let it see your fear!"

Lizzy panicked and quickly tried to grab the dildo that was violently flailing about on the floor. The attendant heard the noises and gave a shout.

"Ma'am? Are you okay?"

Lizzy managed to give the toy a skillful stomp in order to make it stay in one spot. "Um, yes! Everything's fine!" She bent down to pick up the dildo and turned it off before shooting a deadly stare at Fred, who smiled nervously and lifted his hands up with an innocent shrug.

"What? How was I to know? Mine's never done that!"

"You promised me that you wouldn't touch anything!" she hissed, waggling the dildo in his face. "You destroyed the packaging! Dammit, Fred! Now I'm going to have to BUY this." Fred went cross-eyed and crinkled his nose at the knob waving about his face, until he realized what she had just said. His eyes lit.

"Well then, you won't need to dust bastard Charles' tallywacker!" he said, grinning as though she should be thanking him. It faded as another realization hit and he glanced again at the dildo. "What's so special about these knob-in-a-boxes though? Do they spit out confetti when you whack 'em? Do they give you candy?" Fred smacked it against his hand as a test, but really he was just jealous he couldn't offer his own in place of stupid Charles and this offensively pink knob of death.

Lizzy's face went red. "Oh my God I can't believe I'm fixing to explain this to you," she said, letting out a sigh. "They… um, vibrate and... Oh God I want to die now…" Lizzy put a hand to her face as if that would wipe away the embarrassment. "When they vibrate and... um... wiggle around... it... uh... feels good," she finished, praying Fred would just accept her answer and move on.

"Feels good?" he asked. "I was holding it when it went off and I didn't find it all that great! If you don't wanna buy it though I can help you out. I'm your best friend, after all." Fred smiled, charmingly and held out his arms.

"Oh really?" Lizzy asked. "And exactly HOW are you going to help me out?"

Fred's mouth hung open a split second as he realized he hadn't quite thought this through. She wasn't suppose to flip this around on him! He was _so_ going to get her for this.

He shifted uncomfortably and rolled his eyes and head. "I'm Drop Dead Fred," he scoffed, crossing his arms.

"Yeah, that's what I thought," Lizzy grumbled as she took the toy from him and reached down to pick up the destroyed packaging. She tried to put it back together, but the box was torn beyond repair. She sighed and shook her head. "Come on, let's find what I was originally looking for and get out of here before I wind up having to buy anything else you just so happen to destroy."

Fred let out a hurtful cry, and snatched the pink dildo from the package. "Ohh, you don't want me to mess up anything else?" He thrust the tip of the toy at her belly like a sword. "Then let's see what other kinds of grown up toys I can find to play with on my own!" He stopped to rap her on the forehead with the dildo. "HA!" Fred stuck out his tongue and popped away in the blink of an eye to somewhere else in the sex shop.

Lizzy rubbed the spot on her head where Fred had whacked her. "What the hell? Did he just seriously whack me in the head with... with... Oh, screw it," she muttered to herself and shook her head, but turned to find herself face-to-face with the store attendant.

"Um, Ma'am... you can't actually TRY out the toys in the store," he said, pointing to the torn and empty box in her hand.

Lizzy thought she was going to die and tried to stammer out an explanation. "I'm... um... I'm sorry. I was just—"

The man held up his hand to stop her and confiscated the box. He honestly didn't want to know where the pink dildo was, and in his particular line of work the less he knew, the better off he was. "I'll just take this up to the register. It will be waiting for you when you're done... browsing."

Lizzy frowned as she watched the man walk away. "Jesus, Fred! I'm gonna— Fred? …Fred? Oh shit!" She frantically spun around to find him, and when she couldn't, she took off down the aisle to look for her insane imaginary friend.

Hidden in a circular rack of women's lingerie, Fred peeked his head out for any signs of Lizzy. "Come on, come on..." he whispered, impatiently. He'd set the perfect trap and he couldn't WAIT to spring it!

Lizzy rounded the corner and found a trail of gummy cocks, leading to a bin of blow up dolls. She let out a sigh and stomped over to it. "Fred!" she hissed. "Fred, get out of there right now!" Fred had to bite his hand to keep from exploding with laughter and used his magic to pop up behind Lizzy.

Fingers spread, he reached out and grabbed her by the bottom, goosed her, and pushed her by the ass into the bin of very surprised-looking dolls. Lizzy tried to suppress the squeal in her throat as she plummeted in. She flailed around, trying to find the edges of the container to pull herself up, but the angle at which she was currently in was seriously hampering her attempts to get out.

"Fred! Get me out of here!" she whispered loudly, in an attempt to show him how mad she was.

Fred laughed and slapped his knee. "Oi, you look as surprised as those dolls!" He opened his mouth to show her what she looked like as Lizzy managed to turn herself sideways. She finally reached the side and leveraged herself out of the bin of open-mouthed, plastic dolls.

Free of their clutches, she angrily wheeled around on Fred, halting his laughter. "You are unbelievable! First, you went back on your promise that you weren't going to touch anything, then you made me embarrass myself in front of a stranger, who now probably thinks I'm INSANE!" she ranted. "Then, you made me have to purchase something that I DIDN'T need, and now I just had to fish myself out of a bin of Sloppy Sally Blow-up Dolls! Jeez, what a great best friend you are!" she finished, sarcastically.

Guilt flooded Fred as he suddenly realized this was decidedly more complicated than the games they use to play. He'd never seen her so upset with him. Not even when he sank Janie's houseboat. He lowered his head. "I... I'm sorry," he muttered. He hated saying that word, but she deserved it. He sadly lifted his eyes to glance back at her.

Lizzy just stared at him and sighed. "Fred... what am I going to do with you?" The pitiful look on his face pulled hard on her heartstrings, and she started to feel guilty for yelling at him. "Let's just start over. You said you would help me, right? Well fine. Come on. Tell me what I should do."

He tilted his head. "And you'll do anything?" he asked, suddenly filled with several thoughts of things Lizzy could do. He tried to calm himself down, but that was impossible.

"Well, within reason," she said, giving him a wary look. "What did you have in mind?"

Fred smiled. He was going for it. He'd never forgive himself if he didn't try. "A game..." he said, inching mischievously toward the dressing room.

"What game?" Lizzy asked, slowly following him. She glanced around, checking for the store attendant's whereabouts.

Fred's heart pounded. "It's a secret one that only you and I get to play." He grinned and beckoned her closer with his finger, pushing back the dressing room curtain and peeking around himself to make sure the nosy shopkeeper was elsewhere. Lizzy inched closer beside Fred.

"Why's it so secret?" she asked, noticing the sly look on his face. Her stomach knotted in nervousness. "Fred? What're you planning?"

"Nothing anyone's gonna see," he said with an innocent smile and stepping aside to motion her in. "What's the matter? Scared of me or something?"

"Of course I'm not scared of you. I trust you… sometimes," she teased.

Fred smiled. "And is this one of those times?"

Lizzy moved in front of him and slowly nodded her head. "Yes," she replied.

With that, she stepped into the dressing room and Fred's body tensed as he hurried in behind her, effectively closing the curtain. His nerves almost had him shaking, but he smiled at her and pointed to her reflection in the mirror.

"What do you see when you look at her?" he asked.

Lizzy frowned. "I don't know," she said, shuffling her feet. She felt like she was never good enough for anyone. It's why her mother always berated her; hell, it was why Charles had left her for Annabella. "I'm not anything special…" Fred gently gripped her shoulders and stepped closer behind her.

He shook his head. "No. You're great. You want to know what I see? I see the best person in the whole wide world who doesn't need to prove herself better than some overfished tart." He moved in front of Lizzy now so he could look in her eyes. "You're better than all of them and they don't deserve someone as special as you."

Lizzy's eyes sprang up with tears and she tried hard not to let them fall. She knew Fred was speaking from his heart, and she suddenly felt very vulnerable. Her tears broke free and left wet trails down her face. "Thank you…" she said as she reached out to embrace her best friend.

Fred quickly wrapped his arms tight around her and buried his face against Lizzy's shoulder. "I mean it, Snotface. I…" Fred got lost in the feel of their embrace. "I love you, you know." He tensed. He couldn't believe he'd just let it slip.

Lizzy's body went rigid. There was no way she had heard him correctly. "But Fred, you told me once that you didn't love me… because love was for girls and that girls were disgusting," she replied with a small smile. She remembered the day that Polly had taken Fred away from her, but not before he had caught Cornflakes disease. Lizzy hugged him tighter at the thought.

"Well, you're not exactly a girl anymore, are you, Love?" he asked.

"No but, you've always known I've loved you too, Fred. It's just... now... it's a different kind of love." Lizzy sighed into his chest. "I love you... like... you know... like I love Charles, or well, used to love Charles."

Lizzy shook her head at the fact she had finally admitted to herself and her best friend the truth about what her heart felt. She hugged Fred tighter, praying that he would understand what she had just said. "Fred, I wish... I wish..."

Fred blinked. She loved him? Was this real or had he bludgeoned her on the head harder than he thought? "What do you wish?" he asked, needing to know, his eyes wide and searching her face.

"I wish..." Lizzy took a deep breath and went for broke. "I wish I could have… you… instead... instead of Charles."

Fred stared, breathless for the longest time. The words she'd just said kept repeating in his head as though she were still saying them. Each time still didn't make him believe it had happened any more than the last. "You mean it?" He pulled her closer, his body heating.

Lizzy's face reddened. She hadn't expected her trip to the sex shop to turn out like this. She'd had wishful thinking that maybe Charles still loved her, which was why she was here, attempting to entice him to stay, but she knew that Fred was serious about his feelings. He might be troublesome, childish and impulsive, however, she knew Fred was not a liar. She nodded her head.

"Yes. I mean it," she said and held out her pinky, the ultimate sign that her words were true. Fred grinned and immediately hooked his finger around hers.

"So, guess this means you're mine then?" he asked with a playful sneer upturning his lips.

Lizzy flashed him a huge grin. "Yeah. So... um, where does that leave us? I mean—" She scratched the back of her head out of nervousness. "You know, never mind that. What game were you wanting to play?"

Fred's face fell closer to Lizzy's until their foreheads touched. "A naughty one," he said, gruffly. "I've been wanting to all morning." He looked straight into her eyes and let his breath taunt her by brushing against her lips. Lizzy could feel herself blushing all the way down to her toes. She gave her lips a quick once over with her tongue and closed the gap between them, softly pressing her lips against his.

Fred released a soft moan and greedily leaned in for more. His arms tightened around her and his impulsive nature ignited and entwined with his lust. He deepened the kiss and pushed Lizzy a little roughly against the dressing room wall, his hands exploring her sides.

Lizzy gasped and let her own hands wander up and down his back, finally stopping at his waistline. She gently tugged his hips forward, eager to see if she could feel his arousal. Fred pulled out of the kiss and let out a gasped moan when he hit against her.

"Ohh, 'Lisbeth," he panted, his cock waking up with a throbbing ache. He couldn't help but push it against her stomach, making his breath shudder. "Is this what you were looking for?" he asked.

Lizzy's body trembled with desire. "Guhhh..." was the only thing that could come out of her mouth. Fred talking dirty to her while in a dressing room, INSIDE a sex shop, was a lot to process. His body heat seemed to suffocate her as she tried again to speak. "F-Fred... is that you... or that pink toy from earlier?"

The question made him frown, but he pushed his proof against her belly once more and almost broke into a moan. He had to relax a moment before speaking. "I told you mine was better," he whispered. He stepped back and pushed his coat out of the way so she could see for herself. Lizzy's eyes almost popped out of her head as she saw his erection making itself known in the front of his trousers.

"But remember," he added, "anything you touch in this shop, you buy." Fred put his hands behind his head and started thrusting his hips for her to watch. Lizzy fought hard to resist the urge to reach out and put her hands on him because his dirty talk had her wanting to up the ante by egging him on for more.

"Mind telling me how much it costs?" she asked. "Or am I just going to have to rip it out of its packaging and pay outright?"

Fred's hands dropped from his head, but his hips remained pushed forward. He liked the sound of all of that. He smiled. "Definitely gonna have to rip it out and ruin me for everyone else." He reached out and caressed Lizzy's side, before pulling his hand away in tease. "You want my bits, Snotface, you're gonna have to take them."

Lizzy raised an eyebrow as she gave Fred's 'bits' an appraising look. "Hmmm... challenge accepted," she said as her hands went to the front of his pants. "So, is this part of the game?" she asked, undoing his button before making her way to the zipper. "Do I get a prize in the end if I win?"

Fred's breath hitched and he couldn't believe her hands were really about to do what he'd been fantasizing about for weeks. "A really big one," he said, watching her face. "And it can go wherever you want it to go." He leaned in and slowly licked her from neck to her earlobe. While he wanted her to find the "prize," he also really wanted her to work for it.

His pants, however, felt like they were going to split. "I love you so much, Elizabeth," he whispered. The admittance nearly drove him to take her and Lizzy's hands shook uncontrollably.

Fred had managed to unnerve her again, and this time not even from a lewd comment. She could still feel the wet trail his tongue had left in its wake and her fingers refused to work correctly. She gave Fred a wide-eyed look of desperation. "I... uh... can't make my hands work."

Fred smiled, but he was shaking just as much, as if suddenly realizing what was happening between them. "It's alright," he said, staring into the depths of her brown eyes. "You could start up here," he said, lifting her hands to his jacket buttons and manipulating her fingers to undo them. "Bet you never thought you'd be trying me on in the dressing room," he joked.

Lizzy let out a giggle. "Luckily you happen to be a 'one size fits Elizabeth,'" she teased.

A knock on the wall startled them both and Lizzy drew her hands back to her chest.

"Ma'am? Are you alright in there?" a voice called out. Apparently they, or well Lizzy, had been too loud and aroused not only Fred, but some suspicion from the store attendant.

Lizzy quickly popped her head out of the curtain. "Um, yes. Just, uh... trying on some things."

"Yeah, so piss off!" Fred shouted. Why couldn't the shopkeeper just go play with the toys instead and leave them alone? He pulled at Lizzy's dress to get her to come back and whimpered.

Lizzy gave the attendant a small smile. "I swear, I'm fine... Uh, I'll just be a few more minutes," she said, trying to shoo Fred's hands away from her dress.

"Uhhnnng, Snotface!" Fred whined, bumping his erection against her bottom.

Lizzy eyes went wide and a squeak escaped her lips. "I... uhh... yeah... I swear it won't be long."

The attendant gave her a final wary look before he walked away scratching his head and mentally beating his curiosity away with a baseball bat. He strode back to the counter. _'Don't ask, don't ask... Dammit, don't you remember the nightmares you had LAST time you asked?'_ the man thought to himself.

Meanwhile, Lizzy had pulled her head back into the dressing room. "He's suspicious," she said with a frown.

"And I'm hurt! 'A few more minutes'?" Fred pouted.

"I just told him that to get rid of him. Don't take it personally," Lizzy replied. "Now, where were we?"

Fred's bottom lip still protruded a little, but broke into a smile. "I believe you were unwrapping a big package," he said, hooking his arm around her hips and roughly yanking her against him so she could feel how much he still needed her. "Ready to get your fingers sticky?" He put her hands back on the front of his jacket and Lizzy obediently went back to work.

"So, are you going to do any unwrapping of your own?" she asked with an innocent look as her fingers worked his buttons. Undoing the last one, she proceeded to push the jacket off his shoulders. Fred tingled as it slipped away, revealing his wiry frame.

"Only if you say the new magic words," he said, smiling and brushing his thumb over her lips. "You're so beautiful. I can't wait to get you off."

Lizzy smiled as the magic words finally clicked in her brain and in her heart. "I love you, Fred," she said as her tongue slipped out and lightly licked the pad of his thumb. Fred shivered and gently pushed it into Lizzy's mouth.

He never thought he would hear those words meant for him and not that bastard, Charles. He wanted her to always be with him like this and now that she had said those magic words, he could officially stay. It was a special loophole he'd recently learned about for imaginary friends.

His breath quickened and he wondered how long it would take before he turned human. Or had he already?

Fred reached down with his other hand, and pulled up the skirt of Lizzy's dress, his fingers twitching to find her panties. "Then I've got an even bigger surprise for you," he said, intentionally making it sound misleading for now...

Lizzy's face washed over with confusion. "A bigger surprise?" Her eyes immediately went to the front of his trousers, wondering if that bulge in his pants wasn't doing his actual size justice. Fred smiled and trailed his fingertips along her thigh, inching toward her panty line. The ache in his groin increased and he bucked his hips forward uncomfortably.

"Oi, it's getting tight in there," he groaned. "You ever gonna get your sticky fingers to it?" Fred found her panty line and snapped it gently. The snap of the elastic against her skin lit Lizzy on fire and her hands made a mad rush for the front of his trousers once again. This time, she was able to win the fight with the zipper and slowly pulled it down.

Lizzy trembled with excitement as she hooked her fingers over the waistband of Fred's pants and pulled them down to free his aching member. Fred gasped as his cock throbbed and trembled in wait for her touch.

"Is that better?" Lizzy asked.

Fred shut his eyes, tightly. "Shit!" he cried, trying to catch his breath. "Much, thank you." He smiled and leaned back, keeping his fingers carefully hooked on her panties. "Impressed?" he asked, motioning to his enormous erection and waggling his hips.

A loud rapping on the wall made Lizzy jump once again and Fred sneered.

"Ma'am? Do you have someone in there with you?" The store attendant was back and slightly worried he was losing his mind. He could have SWORN he had heard a man's voice come from within the dressing room.

Lizzy's head shot up and she gave Fred a look mixed with panic and bewilderment. "Uhhh, no!" she shouted. "I'm just... trying to figure out where all these, uh… hooks and buttons go. Might have picked out something a little too complicated." She was trying every lie in the book in order to get rid of him.

"Um, alright," the attendant replied and headed off toward the back door of the building. "Screw this. I'm going outside for a smoke. Or two. God, I MUST be losing it... Not surprising with all the pervy weirdos that come around," he muttered to himself as he walked outside.

Realizing he had clearly changed from being an imaginary friend, Fred had held his breath the entire time the attendant questioned Lizzy. In fact, he made sure not to even move, for fear of revealing the surprise too early. He glanced down at himself. Oddly, he really didn't feel all that different.

"What's his problem? Can't two people have it off in a sex shop?" he said, before an animalistic grin flashed onto his face. Growling, Fred dropped to his knees and pulled Lizzy's panties down to her ankles. His head dove under her dress and he laid hot, wet kisses along her inner thighs, bringing himself to moan. Her legs were so smooth and her scent was like some mind-altering drug to him.

"Fr-Fred… wa-wait… Ahhhhhh," Lizzy moaned loudly. She was fixing to ask him about the attendant's question, but her plea was ignored as Fred continued to explore her thighs between needful gasps. His hands crawled up further than his mouth and found her sweet spot. She was so wet and warm that he ached below to feel more of her. Lizzy's hands went to his hair and she took hold of Fred's orange locks, hanging on for dear life.

She could feel his fingers probing her sex and she thrust violently into his touch. She wanted him to pleasure her, and by the way his fingers were working themselves against her, she knew he was much more experienced than she had expected. Lizzy's sudden grip on him ignited something in Fred.

He wanted to see what other reactions he could incite and inched his mouth higher along her thigh, brushing his fingers over her wetness and teasing her opening. Aching to taste her, his tongue flicked out against her skin, but not yet at the place they both wanted him to go. Fred shuddered and suddenly remembered she'd spoken to him.

"Wait for what?" he asked, his breath hitting her sex. He pulled his head back so he could look up at her face. His eyes were big and questioning. Was he suppose to be doing something else first?

Lizzy barely heard him, as she was trying to catch her breath. Fred had her on the edge and the heat she was feeling in her belly was building. She longingly gazed down at the man responsible for her current condition. "Fred, I swear to God if you stop now, I'm going to whack you over the head with that pink dildo."

"Go ahead! I'll hit you on the head with something else!" Fred smirked devilishly to leave the rest to her imagination. He decided to save that idea for later and watched her face as he slipped his finger inside her moist folds. His gasp surprised even him.

"Oh my God! Elizabeth! Do you know how incredibly amazing you feel?" Fred's eyes widened and he burned for more, slowly dipping his finger in and out, his eager body shaking as her sex tightened around his finger. He loved her so much and hoped he was doing this right...

Lizzy let out a wanton moan and began to buck her hips in time with Fred's ministrations. She could feel herself coating his finger in her juices, and pulled Fred's face to her center.

"Please, Fred," she begged, "Please... I need... I need more." She let out another cry of pleasure as she felt him begin to twist his finger deeper, and the sudden urge to completely ram his face against her sex was almost impossible to fight off.

Fred's whole body pulsed. He loved seeing her like this, all for him and not that stupid Charles. He decided from now on his first name would always include either 'stupid' or 'bastard' and Fred couldn't wait to taste the candy he'd stolen from him.

Licking his lips, he removed his finger from inside Lizzy and slid it down her inner thigh, leaving a moist trail. His tongue followed slowly over the path of juices, all the way up to their origin and flicked gently across her nub. Fred gasped, but greedily tasted and sucked for more, completely drunk off her taste.

"Oh GOD!" Lizzy moaned as she gripped Fred's hair even more roughly than before. She gyrated her hips into his face as she felt her herself cum hard, Fred's tongue easily sending her over the edge. Her chest heaved with lust and she cried for more. "Please, Fred! Oh God... don't stop."

Lizzy calling his name drove Fred insane and he gripped her roughly by the ass, needing more. His tongue circled around her entrance and dove in when his cock started throbbing so bad he couldn't stand it anymore. He wanted her so much. His breathing was almost as heavy as hers and he shuddered, unable to go another moment without her on him.

Fred pulled back, and stared up at her, still finding it hard to believe such a goddess was his. "Say the magic words," he said, his lust-filled smile glinting with her juices.

Lizzy gave him a hooded gaze, her sex throbbing with a need only the man in front of her could fulfill. "Fred... fuck me," she rasped.

Fred leapt up and smashed his mouth against Lizzy's naughty one, kissing her with possessiveness and pushing her back to the wall. His hands roamed her body, but he quickly broke the kiss to stare into her beautiful eyes. "Say them again," he begged. "Say the magic words to me some more." He pushed his cock between her thighs and shuddered loudly at the feel of her skin on his hard cock.

Lizzy shivered with anticipation. "Please, fuck me," she said, shakily. Her hands tore at the front of his shirt in an attempt to force him to comply. "Please... I need... I need you inside me," she begged and squeezed her thighs together in attempt to tease him into giving her what she wanted.

Fred's eyes shut tight as he moaned loud in response. "Ohhh, shit…" he hissed. It felt so good he forgot to breathe, and opening his eyes to find Lizzy only made his body start to shake. His hips bucked under her spell and he couldn't stop from rubbing himself between her thighs, his cock twitching and dripping pre-cum. "'Lisbeth," he said with a pained smile. "I've a confession to make..."

Lizzy's mind was still clouded over with the aftershocks of her orgasm, and she barely heard Fred's words over the sound of her heartbeat. "W-what?" she stuttered as she looked at him through piercing brown eyes. She wasn't sure what he was fixing to confess, but as long as she could feel his cock between her legs, she could almost care less what kind of information he felt like sharing.

"I... I... Ohhhh," he moaned as his hips still rocked against her. He tried to focus, but just seeing that needful gaze from Lizzy and her thighs stroking his cock was enough for him to forget he'd even spoken at all.

"Fuck, I have to have you!" he growled, lifting one of her legs as he pinned her with his body against the wall. With his other hand he took his cock and felt with his fingertips for her entrance. Nerves rattled him a little as he hoped he did this right. After all, he was only going off some recent "studies," but right now he didn't care at all how right or wrong it was. He needed her now.

Fred sucked in a breath and slowly pushed the tip of his cock into her. "Li-Liz…" he tried to speak her name, but the inviting warmth was more incredible than he could bear. An animalistic need drove him to thrust the rest of himself hard into Lizzy's folds and he moaned loud as the sensation pulled the words from his mouth. "Elizabeth!" he cried in a shudder. "Oh, fuck! Yes…"

Lizzy's hands dug into his chest as she felt him claim her with his entire length and her hips bucked wildly with his. "FRED!" she cried out. Her sex pulsated and quivered around his cock as she attacked the side of Fred's neck, biting and sucking with extreme prejudice. He could only whimper and writhe with the overwhelming need to bury himself deeper inside her, sweat beginning to cover his body.

"Fr-Fred... I... I c-can't st-stand for much longer," Lizzy gasped out, as the leg she was propping herself up with was shaking violently. The perfect angle at which he had pinned her against the shoddy dressing room wall had him repeatedly slamming against her g-spot. "Oh God! Fred, please! Harder!" Fred shuddered and put all his strength into giving her what she asked.

He hoisted her legs up to wrap around him and secured her between him and the wall, gasping when he felt his cock slide even deeper. "'Li-Lisbeth... Oh fuck! I... I can't..." He could barely breathe and her insides were shaking and tightening around his cock so perfect it was maddening. She moaned his name again.

"UH! You... Oh shit! You're gonna make me cum if you keep saying that!" Fred pounded his fist against the dressing room wall as he felt himself getting closer to the edge. He leaned down and sucked on Lizzy's neck, before having to stop to breathe. "Say you love me," he whispered, shuddering and grinding his near-pulsating cock into her heat.

Lizzy held onto Fred with everything she had. She could feel another orgasm beginning to take over her body and her hands flew to Fred's hair. She pulled his face to hers, giving him her own soul-crushing kiss. "I love you, Fred," she breathed against his lips. "Make me cum."

Fred's cock tensed and twitched inside Lizzy as she said this, and his release neared even more. "I love you, too," he answered, his voice low and full of desire, but he meant it from the bottom of his heart. He kissed her hard, then tore away to bury his face against her shoulder so he'd last long enough for her to cum.

Shutting his eyes, Fred began to grind and thrust harder into her folds. His pace quickened with urgency as he grew increasingly lost to her, his body trembling under the weight of his building orgasm. He bit down on her shoulder, his cock pulsing and aching to release inside her. "'Lisbeth!" he gasped, lifting his eyes. They locked with hers.

"I love you so much, Fred," Lizzy said as she shook in his grasp. She bucked against him and her eyes suddenly rolled back into her head as she gave one last cry of pleasure before her orgasm took over her body. Her back arched away from the wall as she clenched her walls around Fred's cock. He could only half gasp before the mix of Lizzy's words and the sight of her orgasm became too much.

"Oh my FUCK!" Fred moaned so loud that anyone outside the shop would have heard him. He started to pound himself unrestrained into Lizzy, his body turning rigid. His breath hitched and whatever he moaned after that was unintelligible as he felt his cock spasm and spill his seed into her heavenly folds. "'LIZBETH! UH!" Fred ground his hips against her and trapped her mouth in a vigorous kiss, which Lizzy ferociously returned. She felt she needed his kiss as much as she needed air. His body gradually began to relax and together they fought to catch their breath.

What Lizzy had just experienced had to be the best sex she had ever had in her life. She felt closer to Fred than she ever had to Charles, and she knew in that moment that she was over that bastard. Fred had officially ruined her for anyone else. She would be completely and solely his from now on.

However, as she came down from her hormone-induced high, a nasty thought hit her full force.

"Fred?" She looked at him as her lower lip quivered. "Fred, I... you... oh God. Are you? No you can't!" she cried as she buried her head in his chest. "Please, you can't ever disappear. You can't leave me," she mumbled against him. There could be consequences for what they had just done, and she was afraid they had broken some sort of weird, twisted imaginary friend rule. Lizzy didn't know what would happen at this point, but she knew without a doubt she would never survive without Fred in her life.

"Snotface?" Fred cradled her head. "What's the matter?" He lifted her face by the chin for her to look at him. Lizzy looked deep into his eyes.

"I'm afraid you're going to leave, or disappear, and then I'll be all alone." She sniffled. "I don't want Charles, or anyone else for that matter. I mean, my heart... it belongs to you."

Fred's own heart nearly broke at seeing her this scared to lose him, but he smiled at her and lovingly caressed her cheek, brushing off her tears with his thumb. "I could never leave you, Elizabeth. That's why I had you say the magic words before I, before we, well you know." He smiled with a blush and licked his lips before turning serious again. "I belong to you now; forever. And I'm not going anywhere," he promised, taking her hands and placing them over his chest. He wondered if she would figure out what he meant. His heart beat faster, hoping she really meant this was what she wanted.

Lizzy gave him a brilliant smile. "Oh Fred, I'm so happy!" she cried, hugging him once again. "I don't care if people think I'm crazy and that I'm talking to myself. I know the truth so that's all that matters."

Fred snorted, but his playful nature made him want to hold onto the secret for a little longer. "I love you too, crazy girl," he teased and returned the hug just as tightly.

Gently, he eased her back to the ground as he found his legs feeling a bit wobbly. A small doubt of his own nagged at him, though.

"So, how was I?" he asked. "Everything you'd hoped?"

"I'm completely ruined for anyone else," she said. "I mean, um... that was incredible."

Fred grinned. "The best you've ever had?"

Lizzy gave him a shy nod. "I can barely feel my legs," she said with a small giggle.

"Well, I'd carry you, but I can barely stand myself." Fred blushed. "Not bad for my first time." He lowered his eyes shyly, suddenly feeling awkward and like a big girl. "I wanted it to be perfect for you," he confessed.

Lizzy's eyes widened. "Your first time? You're kidding me, right?"

Fred popped his head up. "What, you think all imaginary friends get to do this?" He shifted nervously, unsure if she would get mad if he told her any more.

Lizzy blinked. "Well to be honest, it... um, never crossed my mind," she replied. Now she was confused. If imaginary friends didn't get to do things like this, then how on Earth did he know how to do this, and do it EXTREMELY well?

"Fred, where did you learn to... um…" She blushed at the possibility of having to go into the details of the birds and the bees with him.

Fred scratched the back of his head and watched Lizzy with big eyes a moment. He felt somewhat guilty now and he didn't like the feeling at all. He felt his whole body growing warm.

"I sort of accidentally discovered it one night when Charles was out and you were alone and thinking I thought you were sleeping. I was really bored and looking for something to smash when I heard this buzzing sound coming from your bedroom. I thought maybe you had a giant bee in there and it was attacking you or something because you kept making these sounds…" Fred's eyes widened as he remembered the sight of Lizzy pleasuring herself with one of those magic knobs. "I intended to rescue you, you know, but… when I saw that…" He shivered and sped up the story.

"So I figured it all out by watching you because even before that I was in love with you. And I... well I guess you could say I paid really well attention to how it's done and what you liked. Spent the last few weeks rubbing one off, in your closet..."

"Rubbing one off... in my closet?" she said, faintly. Her mind spun at the thought of him watching her pleasure herself and she blushed deeply. "Did... did you like watching me?"

"So much I got jealous it wasn't my knob and hands," he said. "I'd never done that before seeing you either. Always had to do it with you, even though you didn't know. By the way, you really should clean things up in there." Fred cleared his throat. "Were you... You weren't ever thinking of me during those times, were you?" He scrunched his nose, feeling perhaps she'd been imagining bastard Charles.

Lizzy continued to blush even harder, her ears felt like they would spontaneously combust. Perhaps it was time for her to do a little confessing as well. "Would you be upset with me if, um... I told you I was, um, thinking about you?"

Fred's eyes widened. "You was?" A huge grin lit his face. "You mean, you've been wanting me too this whole time?" His tone was now his usual overly excited self. "Bloody hell, Snotface! You could've been helping me in the closet!"

Lizzy let out a laugh. "I never thought I'd ever, you know, have the chance to be with you," she said, smiling. "I knew Charles was losing interest again, and all I could think about was how you've stayed with me through all of this. I wanted you. I wanted you even before I decided to come here today—"

She cut herself off as she heard some shuffling going on outside of the dressing room and she gave Fred a horrified look. "Oh God, I forgot about the guy in the store! OH MY GOD!" She put her hands to her face in sheer embarrassment. "He must have heard us! Well, I mean… he must have heard me... OH GOD! I can't go out there!" Lizzy's brain was immediately trying to find a cliff to fling herself off of, and her suicide note was already in the beginning stages of a rough draft.

Fred made a teasing face at her. "Grab your panties, Snotface and relax," he said, turning and snatching up his trousers. Last thing he wanted his first day as a human was to get Lizzy committed for publicly doing it with a man she claimed use to be invisible. That would go over well for everybody, he thought sarcastically. "You've got me with you," he added, zipping up his fly and reaching for his jacket.

"Like that's going to do me any good. I'm the only one the guy is going to SEE, coming out looking like I've just had the most amazing sex ever… which I did by the way," she said, tugging on her underwear.

Fred grinned, biting the inside of his cheek. "He can't think you're crazy. I'm sure I left behind enough evidence," he joked. He was a bit eager to see what Lizzy would do in a few moments when she found out her other big surprise.

"Yeah, a slightly dented dressing room wall and the smell of sex... He's gonna think I've tried out more than just that pink dildo," she said, snatching it off the floor. Apparently Fred had hidden it in his jacket pocket earlier and it had managed to fall out during their rushed disrobing of one another. She gave it a glare as she reminded herself that she still had to pay for the dammed thing.

"To be fair, you did." Fred got quiet as he heard the footsteps come closer.

"Ma'am? Are you SURE you're okay? You've been in there an awfully long time, and I'm planning on closing the shop for lunch," the attendant said, nervously. At this point he was convinced the lady behind the curtain must be some crazed, horny mental patient, escaped from some sanitarium, and he was becoming increasingly worried that she would flip out on him and run naked through shop, or quite possibly attack him with some sort of sex toy.

"She's told you she's fine!" Fred quipped from where he stood beside Lizzy. He rolled his eyes and waited for the really fun part.

The man looked at the dressing room curtain completely dumbfounded. "Uh... I'm sorry, um... SIR?" he replied, the last part coming out more like a confused question than a statement. He walked away from the dressing scratching his head. "When in the hell did someone else come in?" he muttered to himself. "Fuck this, I'm gonna have a glass of scotch at lunch... or maybe a whole bottle. Fuck me, I gotta find a new job."

Lizzy looked at Fred completely confused. "Did, did he say 'sir'? How in the—" Finally the realization hit her like a ton of bricks, or potentially a sack full of dildos in this case. "He HEARD you?!"

"Surprise!" Fred said, breaking a smile and holding out his arms. "Told you I had an even BIGGER one." He started bouncing on the backs of his heels in wait of Lizzy's reaction.

Lizzy took a long look at him, and just before she felt like she was going to pass out from excitement, she flung herself into his arms. "Is it really true?"

Fred held her tight. "Yep. I'm a real boy now," he said.

Lizzy gave him a snort. "I saw what's in your pants. 'Boy' is not the word I would have chosen."

Fred snorted in return and pulled back. "I think you'll have to look in them some more until I learn the right word, then." He smiled, playfully.

"Hmm, we'll do that as soon as we get home, but before we do that, I've gotta go pay for this," she replied, lightly tapping him on the forehead with the pink dildo. "You owe me."

Fred grimaced from the knob whacking his face, but smirked at Lizzy. "Fine, but now you've done it. I'm gonna have to hit you with something else for that one." He suddenly placed a hand over his stomach as it rumbled. "And, can we eat? I think I'm starving."

"High maintenance, are we?" Lizzy said, giving him a playful poke. "Come on. Let's get out of here. The quicker we get you some food, the quicker we can get home and try out my new toy."

Fred's dirty mind danced with all the games he and Lizzy could do when they got home. "Okay, but I'm gonna need a really BIG meal for this." He pushed back the dressing room curtain to step out, but that's when the whole shoddy thing gave way.

The poorly connected walls broke off their hinges and collapsed around them. Fred's eyes widened as he glanced to Lizzy and the four walls now lying on the floor. He turned and found the shopkeeper staring at them with his jaw about ready to unhinge. Fred snatched Lizzy's dildo-wielding hand and raised it high, pointing frantically at her.

"She did it! The lady with the dildo!"


End file.
